ARTICLES OF ASSOCIATION OF MIDDLESEX GOLF LIMITED Adopted on: 2017 Horton House, Exchange Flags Liverpool, L2 3YL Ref: MGB/47665-27 Tel: 0151 600 3000
CONTENTS Defined terms... 1 Objects... 5 Powers... 6 Liability of Members... 7 Directors general authority and Members reserve power... 8 Directors may delegate... 9 Committees... 10 Directors to take decisions collectively... 10 Unanimous decisions... 10 Calling a meeting of the Board... 10 Participation in meetings of the Board... 11 Quorum for Board Meetings... 11 Chairing of meetings of the Board... 12 Casting vote... 12 Conflicts of interest... 13 Records of decisions to be kept... 14 Methods of appointing Directors... 14 Elected Directors and Appointed Directors... 16 Termination of Director s appointment... 16 Directors remuneration... 17 Directors expenses... 18 President, Vice President and Immediate Past President... 18 Other Officers... 18 Chairman... 19 Employees... 19 Elections and Appointments... 19 Casual Vacancies... 20 Applications for membership... 20 Conditions of membership... 21 Termination of Membership... 21 Annual General Meetings... 22 Calling general meetings... 23 Attendance and speaking at general meetings... 24 Quorum for general meetings... 24 Chairing general meetings... 25 Attendance and speaking by Directors and non-members... 25 Adjournment... 25 Voting: general... 26 Errors and disputes... 27 Postal Ballot... 27 Poll votes... 27
Content of proxy notices... 28 Delivery of proxy notices... 29 Amendments to resolutions... 29 Means of communication to be used... 30 No right to inspect accounts and other records... 31 Indemnity... 31 Insurance... 32 Dissolution... 32
THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION - of - MIDDLESEX GOLF LIMITED PART 1 DETAILS, INTERPRETATION AND LIMITATION OF LIABILITY Defined terms 1.1 In the Articles, unless the context requires otherwise: the 2006 Act means the Companies Act 2006 as modified by statute or re-enacted from time to time; Affiliated Facility a golf facility, which is not a golf club, affiliated in accordance with the Articles and Rules; Affiliated Playing Member An individual who is not a playing member of a Member Club or Affiliated Facility and who is not a playing member in another county, who wishes to participate in golf in the County and, in accordance with the Rules, has been approved by the Board as an Affiliated Playing Member. An Affiliated Playing 1
Member shall not be entitled to attend or vote at a general meeting; Amateur Golf is the general name for the sport of golf which is governed by the Rules of Golf and played adhering to the Rules of Amateur Status; Appointed Director means those Directors appointed under Article 26; Articles means these Articles of association, as may be amended from time to time; the Board means the board of Directors of the Company; Chairman means the person appointed to the post of that name in accordance with Article 24; chairman of the meeting has the meaning given in Article 13.2 (in respect of a board meeting) or Article 35.3 (in respect of a general meeting); Companies Acts means the Companies Acts (as defined in section 2 of the 2006 Act), in so far as they apply to the Company; County means the county of Middlesex as it existed prior to re-organisation in 1965; County Secretary means the senior employee appointed under Article 25; Director means a Director of the Company, and includes any person occupying the position of Director, by whatever name called; document includes, unless otherwise specified, any document sent or supplied in electronic form; Elected Director means a Director elected in accordance with Article 26; 2
electronic form has the meaning given in Section 1168 of the 2006 Act; England Golf means the English Golf Union Limited the governing body for Amateur Golf in England; England Golf Representative A Director who shall attend England Golf General Meetings and other meetings of its members and who shall represent the County and vote on behalf of the Company at those meetings; Finance Director means the person appointed from time to time as Finance Director under Article 23; Member a person or body who or which is a member (whether voting or non-voting) of the Company for the purposes of the Articles and the Rules. The categorisation and the rights, privileges and obligations of each category of Member shall be laid down in the Rules; Member Club means a Golf Club which is a Voting Member; Nominations Committee means all or any of the committees set up pursuant to Articles 23, 24, 25 and 26; Non-Voting Members means all members of the Company other than the Voting Members. Non-Voting Members are not members for the purposes of the Companies Acts; ordinary resolution has the meaning given in Section 282 of the 2006 Act; participate in relation to a Directors meeting, has the meaning given in Article 11; Playing Members those individuals who are playing members of a Member Club or Affiliated Facility irrespective of their category of membership of such Member Club or 3
Affiliated Facility. A Playing Member shall not be entitled to attend or vote at a general meeting; Poll Vote a vote taken in accordance with Article 41; President means the person elected from time to time as President in accordance with the Rules; Regulations means the regulations and policies of the Company made by the Board in accordance with Article 5; Rules means the rules of the Company made by the Board in accordance with Article 5; Rules of Golf and Rules of Amateur Status means the rules for the sport of golf and governing amateur status as from time to time laid down by R&A Rules Limited (Company Number SC247046) or its successor body or bodies; special resolution has the meaning given in Section 283 of the 2006 Act; subsidiary has the meaning given in Section 1159 of the 2006 Act; Vice President means the person elected from time to time as Vice President in accordance with the Rules; Voting Members those Golf Clubs admitted from time to time into membership pursuant to Article 28 and any applicable Rules which, under the Rules, are entitled to receive notice of, attend and vote at general meetings. Voting Members are members of the Company for the purposes of the Companies Acts; writing means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise. 4
1.2 Unless the context otherwise requires, other words or expressions contained in the Articles bear the same meaning as in the 2006 Act as in force on the date when the Articles become binding on the Company. 1.3 Words importing the singular number shall include the plural number and vice versa. Words importing the masculine gender only shall include the feminine gender and vice versa. Gender shall mean masculine or feminine. Words importing persons shall include corporations and unincorporated associations. 1.4 Any reference to a committee shall include a sub-committee and vice versa. 1.5 For the purposes of Section 20 of the 2006 Act, the relevant model Articles shall be deemed to have been excluded fully and replaced with the provisions of the Articles. Objects 2.1 The objects for which the Company is established are: 2.1.1 to promote, administer, encourage the development of, and wider participation in and to further the interest of Amateur Golf within the County; 2.1.2 to acquire and undertake all property and liabilities and to carry out the powers, obligations, duties and general objects of the present unincorporated associations known as the Middlesex Golf Union and the Middlesex Ladies County Golf Association and to indemnify their officers, members, and members of any of their Councils, Executive Committees and any other committees and their employees against all costs, claims, demands, actions and proceedings relating to their assets and undertakings and in respect of all liabilities, obligations and commitments (whether legally binding or not and also in respect of the costs and expenses and outgoings from or attributable to the transfer of their assets and undertakings; 2.1.3 to arrange championships, trophy events, matches, competitions and such other activities as the Board may think fit and to organise and administer the annual County Championships; 2.1.4 to provide for, make and vary all such rules, regulations and bye-laws as they relate to persons involved in Amateur Golf in the County from time to time provided such rules, regulations and bye-laws do not conflict with the Rules of Golf and Rules of Amateur Status and/or the Articles, rules, regulations or bye-laws of England Golf; 5
2.1.5 to co-operate with England Golf, the Royal & Ancient Golf Club of St Andrews, the Ladies Golf Union and other county golf unions, associations and organisations in all matters relating to the administration, promotion and playing of Amateur Golf in such manner as the Company shall decide; 2.1.6 to affiliate to England Golf and co-operate with England Golf in all matters relating to Amateur Golf, including compliance with the Articles, rules, regulations or bye-laws of England Golf and the rules and regulations of any body to which England Golf is itself affiliated; 2.1.7 to assist in maintaining the unified handicapping system for the Council of National Golf Unions within the County and to duly operate the Standard Scratch Score and Handicapping Scheme 1983 as amended from time to time; 2.1.8 to act as a central authority for determining all questions that may arise concerning golf within the County and to use the powers delegated to the Company by England Golf in matters of handicapping and discipline; 2.1.9 to take such action from time to time as the Board may consider desirable for the benefit of its Members; 2.1.10 to undertake and execute charitable trusts relating to Amateur Golf in the County; 2.1.11 to support the principle and practice of equity, equality and equality of opportunity, challenge discrimination that is indirect, direct, intentional or unintentional, work with England Golf to ensure that all people, irrespective of their age, gender, ability, social status, race, ethnic origin, religious belief, disability or sexual preference have a genuine and equal opportunity to participate in golf in the County. In furtherance of this object the Company shall support and promote diversity, equality and fairness in its appointments to the Board, to committees and other posts and of representation at meetings; and 2.1.12 to do all such other things as shall be thought fit to further the interests of the Company or to be incidental or conducive to the attainment of all or any of the objects stated in this Article 2. Powers 3.1 The Company shall have the powers to do all such lawful things as are consistent with the furtherance of its Objects ( the Powers ). 6
3.2 The income and property of the Company shall be applied solely towards the promotion of its objects and no portion thereof shall be paid or transferred directly or indirectly, overtly or covertly by way of distribution, bonus or otherwise by way of profit to the Members. 3.3 Nothing in Article 3.2 shall prevent the payment in good faith by the Company: 3.3.1 of honoraria in accordance with Article 17.6; 3.3.2 to any Director, committee or sub-committee member of reasonable and proper outof-pocket expenses in accordance with Article 21; 3.3.3 of reasonable and proper out-of-pocket expenses to any Member when representing the County or the Company; 3.3.4 of interest on money lent by a member of the Company or its Directors at a commercial rate of interest; 3.3.5 of reasonable and proper rent for premises demised or let by any member of the Company or by any Director; 3.3.6 of any premium in respect of the purchase and maintenance of indemnity insurance in respect of liability for any act or default of the Directors (or any of them) in relation to the Company; 3.3.7 of a reasonable and proper salary to any Member when employed in a non-playing capacity by the Company; 3.3.8 other payments as are permitted by the Articles. Liability of Members 4.1 Only Voting Members shall be members of the Company for the purposes of s112 of the Companies Act 2006 and liable to contribute to the assets of the Company in the event of it being wound up. 4.2 The liability of each Voting Member is limited to 1, being the amount that each Voting Member undertakes to contribute to the assets of the Company in the event of its being wound up while it is a Voting Member or within one year after it ceases to be a Voting Member for: 4.2.1 payment of the Company s debts and liabilities contracted before it ceases to be a Voting Member; 7
4.2.2 payment of the costs, charges and expenses of winding up; and 4.2.3 adjustment of the rights of the contributories among themselves. PART 2 BOARD DIRECTORS POWERS AND RESPONSIBILITIES Directors general authority and Members reserve power 5.1 Subject to the Articles, any Rules and Regulations made pursuant to them and the Companies Acts, the Board is responsible for the management of the Company s business, for which purpose it may exercise all the powers of the Company. 5.2 The Board may from time to time make, vary or revoke Rules relating to the Company and Regulations including mechanisms and standing orders for the better administration of the Company including (without limitation): 5.2.1 Rules setting out different categories of membership of the Company; 5.2.2 Rules setting out rights, privileges and obligations of the different categories of member; 5.2.3 Regulations as to the function, role and operation of committees to assist the Board; 5.2.4 mandatory Regulations (other than Rules relating to their membership) for Member Clubs and Affiliated Facilities; 5.2.5 Regulations for the selection of competitors to represent the County in national and inter-county matches and competitions and the management of any team of competitors so selected; 5.2.6 Regulations to ensure compliance with the Rules of England Golf and other national and international rules relating to doping control; 5.2.7 Regulations setting out disciplinary procedures for members and regulations to ensure compliance with the disciplinary procedures of England Golf; 5.2.8 Regulations for the promotion and organisation of championships; 5.2.9 safeguarding policies, which shall ensure compliance with the safeguarding policies and procedures of England Golf; 8
5.2.10 equality policies which shall ensure compliance with the equality policies and procedures of England Golf; and 5.2.11 such other Rules, Regulations and policies as the Board thinks fit. 5.3 No Rule or Regulation made by the Company shall invalidate any prior act of the Board which would have been valid if such Rule or Regulation had not been made. 5.4 All Rules and Regulations so long as they are in force, shall be binding on all Members. 5.5 Rules and Regulations made pursuant to Article 5 must be compliant with the Companies Acts and these Articles in order to be valid. No Rule may be inconsistent with, or affect or repeal anything contained in the Articles or be in breach of any statutory provision. 5.6 The Board shall adopt whatever means they consider sufficient to bring any Rules, Regulations, alterations and repeals to the notice of the Members. 5.7 The Voting Members may, by special resolution, direct the Board to take, or refrain from taking, specified action provided always that no such special resolution shall invalidate anything which the Board has done before the passing of the resolution. 5.8 The Board may make rules of procedure for all or any committees, which prevail over rules derived from the Articles if they are not consistent with them. Directors may delegate 6.1 Subject to the Articles, the Board may delegate any of the powers which are conferred on it under the Articles: 6.1.1 to such person or committee; 6.1.2 by such means (including by power of attorney); 6.1.3 to such an extent; 6.1.4 in relation to such matters or territories; and 6.1.5 on such terms and conditions, as it thinks fit. 6.2 All acts and proceedings delegated under Article 6.1 shall be reported to the Board in due course. 6.3 If the Board so specifies, any such delegation may authorise further delegation of the Board s powers by any person to whom they are delegated. 6.4 The Board may revoke any delegation in whole or part, or alter its terms and conditions. 9
Committees 7.1 Committees to which the Board delegates any of its powers must follow procedures which are based as far as they are applicable on those provisions of the Articles which govern the taking of decisions by the Board. 7.2 The Board may make rules of procedure for all or any committees, which prevail over rules derived from the Articles if they are not consistent with them. 7.3 Not less than 30 per cent of the membership of every committee shall be male and not less than 30 per cent of the membership of every committee shall be female. DECISION-MAKING BY DIRECTORS Directors to take decisions collectively Any decision of the Board must be either a majority decision or a decision taken in accordance with Article 9. Unanimous decisions 9.1 A decision of the Board is taken in accordance with this Article when all eligible Directors indicate to each other by any means that they share a common view on a matter. 9.2 Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible Director or to which each eligible Director has otherwise indicated agreement in writing. 9.3 References in this Article to eligible Directors are to Directors who would have been entitled to vote on the matter had it been proposed as a resolution at a meeting of the Board. 9.4 A decision may not be taken in accordance with this Article if the eligible Directors would not have formed a quorum at such a meeting. Calling a meeting of the Board 10.1 Any Director may call a meeting of the Board by giving notice of the meeting to the Directors or by directing the County Secretary to give such notice. 10.2 Notice of any meeting of the Board must indicate: 10.2.1 its proposed date and time; 10
10.2.2 where it is to take place; and 10.2.3 if it is anticipated that Directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting. 10.3 Notice of a meeting of the Board must be given to each Director, but need not be in writing. A Director who is absent from Great Britain shall be entitled to notice of a meeting if he or she has provided a valid email address. 10.4 Notice of a board meeting need not be given to Directors who waive their entitlement to notice of that meeting by giving notice to that effect to the Board not more than seven days after the date on which the meeting is held. Where such notice is given after the meeting has been held it shall be deemed to have been given before the meeting when considering the validity of the meeting or of any business conducted at it. 10.5 Without prejudice to the foregoing, the Board shall meet at such times and at such frequency as they consider fit from time to time. The Board shall meet not less than three times per calendar year but, subject to that, the actual number of meetings shall be determined by the Board. Participation in meetings of the Board 11.1 Subject to the Articles, Directors participate in a meeting of the Board, or part of a meeting of the Board, when: 11.1.1 the meeting has been called and takes place in accordance with the Articles, and 11.1.2 they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting. 11.2 In determining whether Directors are participating in a meeting of the Board, it is irrelevant where any Director is or how they communicate with each other. 11.3 If all the Directors participating in a meeting of the Board are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is. Quorum for Board Meetings 12.1 At a meeting of the Board, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting. 11
12.2 The quorum for meetings of the Board may be fixed from time to time by a decision of the Directors but it must never be less than five and shall include at least one male Director and one female Director. 12.3 Subject to Article 12.4, the Board may act notwithstanding any vacancy in their body. 12.4 If the total number of Directors for the time being is less than the quorum required, the Directors must not take any decision other than a decision to call a general meeting so as to enable the members to appoint additional Directors. 12.5 Subject to Article 12.6, if a question arises at a board meeting as to the right of a Director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before conclusion of the meeting, be referred to the Chairman whose ruling in relation to any Director other than the Chairman is to be final and conclusive. 12.6 If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the Chairman, the question is to be decided by decision of the Directors at that meeting, for which purpose the Chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes. Chairing of meetings of the Board 13.1 The Chairman shall chair meetings of the Board. 13.2 If the Chairman is either ineligible to take part in all of a board meeting or is not participating in a board meeting within 10 minutes of the time at which it was due to start, those members of the Board present and participating shall choose one of their number to be chairman of the meeting. The person so appointed for the time being is known as the chairman of the meeting. Casting vote 14.1 If the numbers of votes for and against a proposal are equal, the chairman of the meeting of the Board shall have a casting vote. 14.2 Article 14.1 does not apply if, in accordance with the Articles, the Chairman or other Director is not to be counted as participating in the decision making process for quorum or voting purposes. 12
Conflicts of interest 15.1 If a proposed decision of the Board is concerned with an actual or proposed transaction or arrangement with the Company in which a Director is interested, that Director is not to be counted as participating in the decision-making process for quorum or voting purposes save where Article 15.2 applies. 15.2 The prohibition under Article 15.1 shall not apply when: 15.2.1 the Board approves the Director counting towards the quorum and voting on the transaction or arrangement notwithstanding such interest; 15.2.2 the Director s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or 15.2.3 the Director s conflict of interest arises from a permitted cause. 15.3 For the purposes of Article 15.2, the following are permitted causes : 15.3.1 a guarantee, security or indemnity given, or to be given, by or to a Director in respect of an obligation incurred by or on behalf of the Company or any of its subsidiaries (if any); 15.3.2 subscription, or an agreement to subscribe, for securities of the Company or any of its subsidiaries (if any), or to underwrite, sub-underwrite, or guarantee subscription for any such securities; and 15.3.3 arrangements pursuant to which benefits are made available to employees and Directors or former employees and Directors of the Company or any of its subsidiaries (if any) which do not provide special benefits for Directors or former Directors. 15.4 For the purposes of this Article 15, references to proposed decisions and decision-making processes include any meeting of the Board or part of a meeting of the Board. 15.5 Where proposals are under consideration concerning the appointment of two or more Directors to employment with the Company or any body corporate in which the Company is interested the proposals may be divided and considered in relation to each Director separately and (provided he or she is not for another reason precluded from voting) each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment. 13
15.6 A Director may vote, and count towards the quorum, in regard to any transaction or arrangement in which he or she has, or can have, a direct or indirect conflict of interest that conflicts, or possibly may conflict with the interests of the Company only where such matter has been authorised by the Board in accordance with Section 175 of the 2006 Act. 15.7 The Company may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of the Articles prohibiting a Director from voting at a meeting of the Board or a committee formed under Article 6. Records of decisions to be kept The Board must ensure that the Company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every appointment by the Board and of every unanimous or majority decision taken by the Board (and all committees) and by the Company at general meeting. APPOINTMENT OF DIRECTORS Methods of appointing Directors 17.1 The number of Directors shall be not less than ten including at least three male Directors and three female Directors and shall be subject to a maximum of twelve. 17.2 The members of the Board shall be: 17.2.1 the Chairman 17.2.2 the President 17.2.3 the Vice-President 17.2.4 the Finance Director 17.2.5 the County Secretary 17.2.6 the Player Development Director 17.2.7 the Golf Development Director 17.2.8 the Competitions Director, and 17.2.9 up to two additional Appointed Directors 17.3 One member of the Board shall be appointed to be the England Golf Representative. 14
17.4 From the adoption of these Articles the first Directors, who shall hold office until such time as they are due to retire in accordance with the Articles, shall be: Name End of Office Stephanie Beer Chairman 2020 Graham Jones - President 2018 John Penn Vice President 2018 David Taylor Finance Director 2019 Thomas Powell Player Development Director 2020 David Booth Golf Development Director 2018 Robert Martin Competitions Director 2019 Diana Rowlands - Appointed 2019 Anne Koychev - Appointed 2018 Jason Mitchell County Secretary n/a 17.5 The first Directors set out in Article 17.4 shall retire at the annual general meeting in the year set out in brackets after their respective names but may be re-elected in accordance with the Articles. 17.6 The Board may at its discretion award honoraria to such persons as it thinks fit provided that the honoraria shall not to any extent be determined by or conditional upon the profits or losses derived from some or all of the activities of the Company or by reference to the level of the Company s gross income from some or all of its activities. 17.7 All acts carried out in good faith at any meeting of the Board or of any committee, or by any person acting as a Director, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such person be as valid as if every such person had been duly appointed or had duly continued in office. 15
Elected Directors and Appointed Directors Each Chairman, Elected Director or Appointed Director shall serve from the general meeting at which he or she is elected or appointed to the annual general meeting in the third year after his or her election.the election or appointment for the office of Chairman, shall be conducted in accordance with Article 24 and the election or appointment for the offices of Elected Director or Appointed Director shall be conducted in accordance with Article 26. Termination of Director s appointment 19.1 Without prejudice to the provisions of Section 168 of the 2006 Act, a person shall cease to be a Director of the Company as soon as: 19.1.1 that person ceases to be a Director by virtue of any provision of the 2006 Act or is prohibited from being a Director by law; 19.1.2 a bankruptcy order is made against that person; 19.1.3 a composition is made with that person s creditors generally in satisfaction of that person s debts; 19.1.4 a registered medical practitioner who is treating that person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a Director and may remain so for more than three months; 19.1.5 by reason of that person s mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have; 19.1.6 unless the Board resolves otherwise, that person shall have been absent for more than three consecutive Board meetings without sufficient reason or without permission of the Board; 19.1.7 that person is requested to resign by all the other members of the Board acting together; 19.1.8 notification is received by the Board from the Director that the Director is resigning from office, and such resignation has taken effect in accordance with its terms. 19.2 A Chairman, Finance Director, County Secretary, Player Development Director, Golf Development Director, Competitions Director or England Golf Representative who is removed 16
from office as a Director for whatever reason shall be deemed to have resigned from office and the vacancy shall be filled in accordance with the Articles. Directors remuneration 20.1 Subject to the provisions of the Companies Acts, and to Article 20.3 below, the Board may enter into an agreement or arrangement with any Director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a Director. Any appointment of a Director to an executive office shall terminate if he ceases to be a Director but without prejudice to any claim for damages for breach of the contract of service between the Director and the Company. 20.2 Subject to the provisions of the Companies Acts, and to Article 20.3 below, the Board may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any Director who has held but no longer holds any executive office or employment with the Company or with any body corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit. 20.3 Subject to the Articles, a Director s remuneration may take any form and include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that Director provided that such remuneration: 20.3.1 is fixed having regard to the current remuneration of Directors in comparable posts; 20.3.2 does not exceed the general market rate for Directors providing comparable services; and 20.3.3 is not to any extent determined by or conditional upon the profits or losses derived from some or all of the activities of the Company or by reference to the level of the Company s gross income from some or all of its activities. 20.4 No Director shall take any loan from the Company. 20.5 For the avoidance of doubt, no payment shall be made by way of remuneration to a nonexecutive Director. 17
20.6 Unless the Board decides otherwise, Directors are not accountable to the Company for any remuneration which they receive as Directors or other officers or employees of any other body corporate in which the Company is interested (if any). Directors expenses Without prejudice to Article 20, the Company may pay any reasonable expenses which the Directors (including non-executive Directors) properly incur in connection with their attendance at: 21.1 meetings of the Board or of any committee; or 21.2 general meetings, or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Company. PART 3 APPOINTMENTS AND ELECTED POSITIONS President and Vice President The President and Vice President shall be elected, assume office and retire in accordance with, and shall have such powers as are specified in these Articles and in the Rules. Other Officers 23.1 The Board may, subject to Articles 20 and 21 above, appoint such voluntary positions as may be set out in the Rules and which the Board feels are required in order to fulfil the Company s objectives on such terms and for such periods as they think fit and may delegate to them such of their powers as they think desirable to be executed by them. Save if otherwise elected or appointed in accordance with these Articles, a person holding such a position shall not become a Director. 23.2 The Board may, subject to Articles 20 and 21 above, appoint a Finance Director. The Board shall establish a Nominations Committee, made up of such Directors or other persons as it shall in its discretion decide, to recruit a Finance Director based on a skills matrix and any other criteria that the Board shall specify and the Nominations Committee shall nominate a Finance Director for approval and appointment by the Board. 18
23.3 Each of the Finance Director and the England Golf Representative shall be a Director by virtue of his office and shall have such duties, rights and privileges as the Board shall from time to time prescribe. Chairman 24.1 The Board shall establish a Nominations Committee, made up of such Directors or other persons as it shall in its discretion decide, to recruit a Chairman based on a skills matrix and any other criteria that the Board shall specify and the Nominations Committee shall nominate a Chairman for approval by the Voting Members at the Annual General Meeting. 24.2 The Chairman shall have such rights and privileges as the Board shall from time to time prescribe. 24.3 The office of Chairman shall be vacated with immediate effect if the person appointed as Chairman ceases to be a Director of the Company. Employees Subject to the provisions of the Articles, the Board may appoint employees to manage the business and operations of the Company for such terms at such remuneration and upon such conditions as they may think fit and such employees appointed may be removed by them. While such employee may have a different title within the Company, for the purposes of these Articles and the Rules the most senior employee shall be referred to as the County Secretary. When recruiting a new County Secretary the Board shall establish a Nominations Committee made up of such Directors or other persons as it shall in its discretion decide, to recruit based on the skills matrix and any other criteria that the Board shall specify and the Nominations Committee shall nominate a County Secretary for approval and appointment by the Board. Elections and Appointments 26.1 Elected Directors and Appointed Directors shall be appointed at the Annual General Meeting in any year. 26.2 Any Voting Member may propose a Playing Member or an Affiliated Playing Member to be an Elected Director. Any proposal must be made on the form prescribed from time to time by the Board and signed by the nominee. Any proposal must be seconded by another Voting Member. Each Voting Member may only propose or second one candidate for each post and the form must be completed and returned to the County Secretary not later than such date as the Board shall prescribe each year. 19
26.3 If there are fewer than or the same number of candidates as there are vacancies, those candidates shall be declared elected unopposed. In the event of there being more nominations than vacancies, there shall be an election at the annual general meeting. The Board shall decide and announce in advance in any year the election method for an Elected Director 26.4 The Board shall establish a Nominations Committee, made up of such Directors or other persons as it shall in its discretion decide, to recruit Appointed Directors based on a skills matrix and any other criteria that the Board shall specify and the Nominations Committee shall nominate up to such number of Appointed Directors as there are vacancies for approval by a simple majority at the Annual General Meeting. 26.5 The Finance Director, County Secretary and any Directors appointed pursuant to Article 17.2.9 are Appointed Directors. The Player Development Director, the Golf Development Director and the Competitions Director are Elected Directors. Casual Vacancies 27.1 A casual vacancy in the office of Chairman, Elected Director or Appointed Director shall be filled by the Board provided always that the person so appointed by the Board to fill the casual vacancy shall hold office until the next general meeting. At such general meeting the Company shall elect a replacement who shall hold office until such time as the person he or she replaces was due to retire but shall be eligible for re-election or appointment in accordance with the Articles. BECOMING AND CEASING TO BE A MEMBER Applications for membership 28.1 The subscribers to the Memorandum of Association of the Company, the voting members of the unincorporated associations known as the Middlesex County Golf Union and the Middlesex Ladies County Golf Association as at the date of incorporation and such other persons as are admitted to membership by the Board in accordance with the Articles (and any applicable Rules) shall, for so long as they are Members, be the Voting Members of the Company. 28.2 No person or body shall become a Voting Member of the Company other than a Golf Club which has: 28.2.1 completed an application for membership in such form as required by the Board, and 28.2.2 acknowledged in writing its obligations under Article 4 20
and in respect of which the Board has approved its application. 28.3 Every corporation and unincorporated association which is admitted as a Voting Member may exercise such powers as are prescribed by Part 9 of the Act. 28.4 All members as at the date of incorporation of the unincorporated associations known as the Middlesex Golf Union and the Middlesex Ladies County Golf Association other than their Voting Members, and such persons as are admitted as Non-Voting Members in accordance with the Rules, shall be the Non-Voting Members. Conditions of membership 29.1 All Members shall be subject to the Rules. 29.2 The Members shall pay such affiliation fees as shall be set by the Board from time to time. Termination of Membership 30.1 A Member may withdraw from Membership of the Company by giving notice in accordance with the Rules. Membership shall not be transferable in any event and shall cease immediately on death, dissolution or any other circumstance prescribed in the Rules or on the failure of the Member to comply or to continue to comply with any condition of Membership set out in the Articles or the Rules. 30.2 A Member may be expelled as a Member through the following process: 30.2.1 the Board resolves by a simple majority of all of the Directors (not just a majority of those attending and voting but excluding any Directors conflicted from voting) that such expulsion is in the interests of the Company; 30.2.2 notice of such resolution shall be served on the affected Member. Such notice shall stipulate a date (which shall be not less than seven days after the deemed date of receipt of such notice) by which notice of appeal must be received by the Company failing which the affected Member shall be expelled on such date; 30.2.3 if a notice of appeal is received then a meeting of the Board shall be convened (on not less than 14 days notice to each Director and the affected Member) at which meeting the affected Member shall be entitled to present a statement in its defence (verbally and/or in writing); 21
30.2.4 at such meeting and following consideration of such statement (if any) the Board shall vote (by a simple majority of those attending and voting) on whether to uphold its earlier decision to expel. Such decision shall be notified to the affected Member at such meeting (assuming it is represented at the meeting) or by notice in writing (if it is not represented at the meeting). Should the Board uphold its decision then the affected Member shall (subject to Article 30.2.5) be expelled with immediate effect; 30.2.5 the affected Member may appeal to a general meeting of the Company by serving notice of its appeal on the Company (such notice must be received within seven days of the date of expulsion). Such appeal shall be heard at the next general meeting of the Company (subject to there being sufficient time to include the same in the notice of the general meeting). The affected Member shall be entitled to present a statement in its defence (verbally and/or in writing) to the general meeting; 30.2.6 at such general meeting the expulsion shall be confirmed or overturned by a simple majority vote of those Voting Members attending and voting. Should the expulsion be overturned then the affected Member shall be reinstated with immediate effect. Should the expulsion be confirmed then the affected Member shall pay the additional cost to the Company of such hearing on demand. 30.3 Any Member whose annual affiliation fee is more than six months in arrears shall be deemed to have resigned as a Member unless the Board otherwise decides. 30.4 Any person ceasing to be a Member forfeits all rights in relation to and claims on the Company, its property and funds and has no right to the return of any part of his affiliation fees. ORGANISATION OF GENERAL MEETINGS Annual General Meetings 31.1 The Company shall hold a general meeting in every calendar year as its annual general meeting at such time and place as may be determined by the Board and shall specify the meeting as such in the notices calling it, provided that so long as the Company holds its first annual general meeting within 18 months after its incorporation it need not hold it in the calendar year of its incorporation or in the following calendar year. 31.2 The annual general meeting shall be held for the following purposes: 31.2.1 to receive from the Board the Company s financial statements; 22
31.2.2 to receive from the Board a report of the activities of the Company since the previous annual general meeting; 31.2.3 to appoint the Company s auditors; 31.2.4 to receive a report from the President; 31.2.5 as and when appropriate to elect the President and Vice-President; 31.2.6 to elect the Elected Directors and appoint the Chairman and Appointed Directors in place of any of those retiring; and 31.2.7 to transact such other business as may be brought before it. 31.3 All general meetings, other than annual general meetings, shall be called general meetings. The Company may hold three further general meetings in each calendar year after its year of incorporation The business of such general meetings shall be decided by the Board subject to due notice having been given. Calling general meetings 32.1 The Board may call general meetings and, on the requisition of three Member Clubs, shall forthwith proceed to convene a general meeting for a date not later than six weeks after receipt of the requisition. Such requisition must state the object of the meeting and include one or more resolutions to be put to the meeting. If there are not within the United Kingdom sufficient Directors to call a general meeting, the County Secretary or any Director may call a general meeting. 32.2 At least 14 clear days notice in writing of every general meeting shall be given to such persons as are under the Articles or under the 2006 Act entitled to receive such notices from the Company. 32.3 The notice shall specify the place, the day and the hour of the meeting and in the case of special business, the general nature of the business. All business transacted at a general meeting, and all that is transacted at an annual general meeting, with the exception of the business set out in Article 31.2, shall be deemed special business. 32.4 A Voting Member may propose a resolution (or resolutions) to be considered at a general meeting. Such proposed resolutions must be seconded by another Voting Member and made in writing addressed to the County Secretary and be received not less than 35 days before the General Meeting at which it is to be proposed. 23
32.5 The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice thereof, shall not invalidate any proceedings of, or resolution passed at, any meeting. Attendance and speaking at general meetings 33.1 Each Member Club shall be entitled to send one voting representative and as many delegates as the Board shall agree to a general meeting all of whom shall be entitled to speak at such meeting. A Director should not normally also be a voting representative. 33.2 A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting. 33.3 A person is able to exercise the right to vote at a general meeting when: 33.3.1 that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and 33.3.2 that person s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting. 33.4 The Board may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it. 33.5 In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other. 33.6 Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them. Quorum for general meetings 34.1 Thirty per cent of Voting Members entitled to attend and vote present in person shall be a quorum. 34.2 No business other than the appointment of the Chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum. 24
Chairing general meetings 35.1 If the Board has appointed a Chairman, the Chairman shall chair general meetings if present and willing to do so. 35.2 If the Board has not appointed a Chairman, or if the Chairman is not willing to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start: 35.2.1 the Directors present, or 35.2.2 (if no Directors are present), the meeting, must appoint a Director or voting representative of a Voting Member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting. 35.3 The person chairing a meeting in accordance with this Article is referred to as the chairman of the meeting. Attendance and speaking by Directors and non-members 36.1 Directors, the County Secretary, the President, the Vice President and the Immediate Past President may attend and speak (but not vote) at general meetings. 36.2 The chairman of the meeting may permit other persons who are not Voting Members, voting representatives or delegates of Voting Members of the company to attend and speak (but not vote) at a general meeting. Adjournment 37.1 If within half an hour of the time at which the meeting was due to start the persons attending a general meeting do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it. 37.2 The chairman of the meeting may adjourn a general meeting at which a quorum is present if: 37.2.1 the meeting consents to an adjournment, or 37.2.2 it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner. 37.3 The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting. 25
37.4 When adjourning a general meeting, the chairman of the meeting must: 37.4.1 either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the Directors, and 37.4.2 have regard to any directions as to the time and place of any adjournment which have been given by the meeting. 37.5 If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the Company must give at least seven clear days notice of it: 37.5.1 to the same persons to whom notice of the Company s general meetings is required to be given, and 37.5.2 containing the same information which such notice is required to contain. 37.6 No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place. VOTING AT GENERAL MEETINGS Voting: general 38.1 Every Member Club shall be entitled to receive notice of and to send one voting representative to attend a general meeting and such voting representative shall be entitled to cast one vote. Such voting representative shall be entitled to attend in person or by proxy. 38.2 Scrutineers should be appointed to assist in determining the outcome of any vote. 38.3 A resolution put to the vote at a general meeting shall be decided on a show of hands unless a poll is demanded in accordance with the Articles. 38.4 In the case of an equality of votes the Chairman shall not have a casting vote. 38.5 Unless a poll is demanded, a declaration by the Chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the Minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. 26